Common use of Obligations of Distributor Clause in Contracts

Obligations of Distributor. During the term of this Agreement, Distributor shall at all times use best efforts and commensurate with distributor's overall business to enhance the image and reputation of Company and the Products which are the subject matter hereof, and agrees: 3.1 Distributor shall not disclose information of Company considered by Company to be confidential or proprietary including, but not limited to, customer and price lists and data regarding the design or methods of manufacture of the Products and will not use any such information except as contemplated by this Agreement. Such information will be appropriately marked or identified by Company and the obligation of Distributor not to disclose or improperly use such information will survive the termination of this Agreement. Upon the termination of this Agreement or the earlier request of Company, all such information will be promptly returned to Company. The restrictions of this Section 3.1 are in addition to any other agreement between the parties with respect to the protection and use of information. ALL CONFIDENTIAL INFORMATION SUPPLIED TO COMPANY (INCLUDING, WITHOUT LIMIT, CUSTOMER NAMES AND DATA) BY DISTRIBUTOR SHALL REMAIN DISTRIBUTOR'S PROPERTY AND SHALL NOT BE DISCLOSED BY COMPANY OR USED TO DISTRIBUTOR'S DETRIMENT. 3.2 Distributor agrees that they will comply with all applicable federal, state, and local laws or regulations in performing any act arising out of or in connection with this Agreement. Distributor agrees to maintain such records as are required by all applicable laws and regulations and this Agreement and to promptly provide such records or written assurances as may be required by Company in connection therewith. The parties agree that each will use its best efforts to secure any licenses or permits as may now or hereafter be required in connection with the performance of its obligations under this Agreement, but this Agreement shall not be deemed to require any performance on the part of either party which cannot lawfully be done pursuant to the laws and regulations referred to above. 3.3 Distributor shall sell only Company's Products that bear Company's markings or trademarks and will not alter, modify or in any way change the Products, marking or trademarks thereon without prior written approval of Company. 3.4 Distributor shall offer and sell Products only in accordance with specifications and warranty schedules provided by Company. 3.5 Distributor shall provide Company by the 15th day of each month a report detailing the total sales and inventory levels of the Products for the prior month. 3.6 Distributor shall use its best efforts to actively promote the sale of the Products to customers in its territory commensurate with its overall business. Such efforts shall include, but not be limited to, promptly servicing all customer accounts, soliciting new customer accounts, and cooperating and participating in Company's advertising and sales promotional programs. 3.7 Distributor shall provide and maintain, without expense to Company, a suitable place of business with adequate facilities and sufficient personnel for the sale and distribution of the Products and to fulfill all other additional objectives agreed to in writing by Company and Distributor. 3.8 Distributor shall pay all fees, taxes and duties which may be imposed on the Products purchased by Distributor. To the extent that Company must pay any fees, taxes or duties on Products sold to Distributor, Distributor shall promptly reimburse Company. 3.9 Distributor shall refrain from any activities which are illegal, unethical, or which might damage Company's reputation. 3.10 Distributor shall fully comply with all agreements with Company, including without limitation, the obligations to pay amounts due when due. 3.11 Distributor shall use its best efforts to consolidate purchase orders to promote efficiency and reduce supporting documentation.

Obligations of Distributor. DISTRIBUTOR’s obligations under this Agreement shall, without limitation, include the following: 5.1 DISTRIBUTOR shall not Distribute Products to any person or entity that may further Distribute Products, DISTRIBUTOR shall provide DIADEXUS with a complete list of products it markets for others prior to the signing of this Agreement and shall update such list in writing each time it agrees to distribute additional products from any manufacturer during the Term of this Agreement. During the term Term of this Agreement, Distributor shall at all times use best efforts and commensurate with distributor's overall business to enhance the image and reputation of Company and the Products which are the subject matter hereof, and agrees: 3.1 Distributor shall not disclose information of Company considered by Company to be confidential or proprietary including, but not limited to, customer and price lists and data regarding the design or methods of manufacture of the Products and DISTRIBUTOR will not use distribute any such information except as contemplated by this Agreement. Such information will be appropriately marked or identified by Company and products competitive with any Product without the obligation of Distributor not to disclose or improperly use such information will survive the termination of this Agreement. Upon the termination of this Agreement or the earlier request of Company, all such information will be promptly returned to Company. The restrictions of this Section 3.1 are in addition to any other agreement between the parties with respect to the protection and use of information. ALL CONFIDENTIAL INFORMATION SUPPLIED TO COMPANY (INCLUDING, WITHOUT LIMIT, CUSTOMER NAMES AND DATA) BY DISTRIBUTOR SHALL REMAIN DISTRIBUTOR'S PROPERTY AND SHALL NOT BE DISCLOSED BY COMPANY OR USED TO DISTRIBUTOR'S DETRIMENT. 3.2 Distributor agrees that they will comply with all applicable federal, state, and local laws or regulations in performing any act arising out of or in connection with this Agreement. Distributor agrees to maintain such records as are required by all applicable laws and regulations and this Agreement and to promptly provide such records or written assurances as may be required by Company in connection therewith. The parties agree that each will use its best efforts to secure any licenses or permits as may now or hereafter be required in connection with the performance of its obligations under this Agreement, but this Agreement shall not be deemed to require any performance on the part of either party which cannot lawfully be done pursuant to the laws and regulations referred to above. 3.3 Distributor shall sell only Company's Products that bear Company's markings or trademarks and will not alter, modify or in any way change the Products, marking or trademarks thereon without prior written approval of CompanyDIADEXUS. DIADEXUS reserves the right to determine whether a competitive conflict exists between Products and other products, which may be carried by DISTRIBUTOR. 3.4 Distributor shall offer and sell Products only in accordance with specifications and warranty schedules provided by Company. 3.5 Distributor shall provide Company by the 15th day of each month a report detailing the total sales and inventory levels of the Products for the prior month. 3.6 Distributor 5.2 DISTRIBUTOR shall use its best efforts to actively promote Distribute all Products in the sale Territory. Any and all costs of Distribution including advertising, sales promotion, workshops, seminars, conventions, exhibits, freight, taxes or other selling costs shall be the responsibility of DISTRIBUTOR. DISTRIBUTOR shall direct to DIADEXUS any End User inquiries and leads received in the Territory for delivery or use outside the Territory. 5.3 DISTRIBUTOR will be responsible to train End Users in the appropriate use of the Products on the appropriate platforms (e.g. DSX). 5.4 DISTRIBUTOR shall stock and maintain an adequate inventory of all Products to customers satisfy commercially reasonable demand for such Products, to avoid any backorder to the End User. 5.5 DISTRIBUTOR shall honor all Prices for End Users set by DIADEXUS, including special programs (e.g. discounts, credits, tiered volume pricing, etc). DISTRIBUTOR shall be responsible for tracking and accounting of all Prices and special programs and shall receive the same DISTRIBUTOR margin for Products subject to such programs as for Products set forth in the End User List. 5.6 DISTRIBUTOR acknowledges that it is familiar with and will comply with all applicable laws and regulations as they pertain to the responsibility of a medical device distributor, in the Territory. DISTRIBUTOR acknowledges that with respect to its territory commensurate Distribution of Products, it shall comply with its overall businessobligations under applicable laws, statutes and regulations and the following requirements: 5.6.1 All obligations with regard to timely reporting of adverse events and deficiencies of devices. Such efforts DISTRIBUTOR also agrees to notify DIADEXUS immediately upon learning of any adverse event or deficiencies involving the Products. 5.6.2 DISTRIBUTOR shall includemaintain adequate written procedures for warehouse control and Distribution of Products. Adequate records of shipments to End Users including records showing “Customer by Product” and “Product by Customer” shall be maintained according to the requirements defined in Section 5.15 of this Agreement. The records shall be in such a form as to enable DIADEXUS or the applicable regulatory authorities to trace the location of all regulated Products by DIADEXUS catalog number and lot or serial number. 5.6.3 DISTRIBUTOR shall immediately refer all written and oral complaints concerning the Products to DIADEXUS. DISTRIBUTOR shall not respond directly to End User complaints regarding the performance of the Products, but not be limited tocontact first DIADEXUS. DISTRIBUTOR shall assist DIADEXUS with any requested investigations, promptly servicing provide documentation to understand any claims of defect or nonconformity of Product to the Product Specifications and liaison between End User and DIADEXUS. DISTRIBUTOR shall keep a record of all customer accountsEnd User complaints. 5.7 DISTRIBUTOR shall, soliciting new customer accountsat its own expense, pay all import and export licenses and permits, pay customs charges and duty fees, and cooperating and participating in Company's advertising and sales promotional programs. 3.7 Distributor shall provide and maintain, without expense to Company, a suitable place of business with adequate facilities and sufficient personnel for the sale and distribution of the Products and to fulfill take all other additional objectives agreed actions required to in writing by Company accomplish the export and Distributor. 3.8 Distributor shall pay all fees, taxes and duties which may be imposed on import of the Products purchased by DistributorDISTRIBUTOR. DISTRIBUTOR understands that DIADEXUS is subject to regulation by agencies of the U.S. government, including the U.S. Department of Commerce, which prohibit export or diversion of certain technical products to certain countries. DISTRIBUTOR warrants that it will comply in all respects with the export and re-export restrictions set forth in the export license for every Product shipped to DISTRIBUTOR. 5.8 DISTRIBUTOR shall maintain product liability insurance per local industry standards and carry coverage similar to that required by other US manufacturers. DISTRIBUTOR agrees that it shall provide DIADEXUS within thirty business days (30) of the signing of this Agreement with a certificate evidencing such insurance and will provide DIADEXUS with at least thirty days prior written notice of any cancellation or change of limits or terms of such policy 5.9 Prior to use, DISTRIBUTOR shall submit copies of all advertising and promotional materials for Products to DIADEXUS for DIADEXUS approval. DISTRIBUTOR will not remove any DIADEXUS notices, regulatory marks or warnings, nameplate or trademarks from the Products or put their names and trademarks on the Products without prior written approval from DIADEXUS. All promotional materials for promoting the DIADEXUS Products will carry the DIADEXUS logo and trademark following the DIADEXUS guidelines. 5.10 DISTRIBUTOR shall make no representations or warranties with respect to the Products other than those specifically authorized in writing by DIADEXUS. 5.11 DISTRIBUTOR agrees to develop and review prior to each calendar year with DIADEXUS an annual business plan for Distribution of Products, including promotional plans and sales forecasts. DISTRIBUTOR shall provide monthly reports of actual sales within twenty (20) calendar days of the end of each month. Such report shall include information regarding all End Users in the Territory that have purchased Products, unit sales by each End User sorted by zip code and Product code. 5.12 DISTRIBUTOR shall not repackage the Products, and will only resell the Products in the same packaging as originally received from DIADEXUS. 5.13 DISTRIBUTOR shall allow the authorized representative of DIADEXUS or its duly appointed agent access to and inspection of, the premises of the DISTRIBUTOR at reasonable times for the purpose of inspecting the aforesaid books and records and all Products in the DISTRIBUTOR’s possession and to ascertain that the provision of this Agreement are being adhered to by the DISTRIBUTOR. 5.13.1 If any governmental or regulatory authority or any entity representing such an authority (each, a “Regulatory Authority”) requests access to DISTRIBUTOR’s records, facilities, equipment and/or personnel, or conducts an unannounced inspection, or takes any other regulatory action (e.g., any warning letters, or equivalents of US notices such as FDA-483s, and EIRs), in each case relating to the Products then DISTRIBUTOR shall promptly notify DIADEXUS by telephone followed by hard copy confirmation. DIADEXUS shall have the right to be present at any audit or inspection by a Regulatory Authority that relates to Products, and, where time permits, to conduct a pre-audit inspection. 5.13.2 DISTRIBUTOR shall promptly provide DIADEXUS copies of all relevant communications between DISTRIBUTOR and any Regulatory Authority relating to Products. Where DISTRIBUTOR is required or intends to respond to any such communication, DISTRIBUTOR shall provide DIADEXUS with a copy of such communication and DISTRIBUTOR’s proposed response sufficiently in advance of the date that such response is to be submitted, in order to permit DIADEXUS to review and comment upon such response. To the extent that Company must pay any feespermitted by law and as agreed by DISTRIBUTOR (which agreement shall not be unreasonably withheld), taxes or duties on Products sold DISTRIBUTOR will incorporate all such comments into such response prior to Distributor, Distributor shall promptly reimburse Companysubmission. 3.9 Distributor 5.14 DISTRIBUTOR shall refrain from any activities which are illegal, unethical, or which might damage Company's reputationretain all applicable Quality records during the Term hereof and for five (5) years thereafter. 3.10 Distributor shall fully comply with 5.15 Products and all agreements with Companyother data, including without limitationinformation, results or other records generated for the obligations Products, regardless of the method of storage or retrieval, will either be elected by DIADEXUS as: 5.15.1 delivered to pay amounts due when dueDIADEXUS in such form as is agreed to by the parties; 5.15.2 retained by DISTRIBUTOR on behalf of DIADEXUS; or 5.15.3 disposed of, at the direction and written request of DIADEXUS. 3.11 Distributor 5.16 Prior to destruction of any such records or samples under Section 5.15, DISTRIBUTOR shall use notify DIADEXUS in writing. DIADEXUS shall have thirty (30) calendar days from its best efforts receipt of such notice to consolidate purchase orders notify DISTRIBUTOR that it desires to promote efficiency and reduce supporting documentationreceive such records or samples. In such event, such records or samples will be delivered to DIADEXUS or its designee at DIADEXUS expense. If DIADEXUS does not notify DISTRIBUTOR that it desires to receive such records or samples within such thirty-day period, then DISTRIBUTOR shall be free to destroy such records or samples by shredding or incinerating or other such method that assures their destruction.

Obligations of Distributor. During Marketing Authorisation, Reimbursement and Price 5.1 Following the term transfer of this Agreementany original Marketing Authorisation from the Principal to the Distributor under Clause 4.1 above, the Distributor shall use Commercially Reasonable Efforts to comply with the Guiding Principles in order to ensure that the Marketing Authorisation so transferred in the concerned member state is and remains in compliance with the Marketing Authorisation in the Reference Member State. 5.2 Following the Distributor’s receipt of all documents and information required to be provided by the Principal under Clause 4.4, the Distributor shall at its own expense and within a reasonable time apply for an original Marketing Authorisation including, if the Principal so elects in writing, a duplicate Marketing Authorisation at the expense of the Principal in each of the Non-EU Countries in the name of the Distributor and following successful grant shall ensure and maintain the same at the Distributor’s expense (in respect of the original Marketing Authorisations) and at the Principal’s expense (in respect of any duplicate Marketing Authorisations) for the Term, and at all times shall use best efforts Commercially Reasonable Efforts to comply with the Guiding Principles. The Distributor shall ensure that each duplicate Marketing Authorisation obtained for a particular country will at all times be identical to the provisions of its corresponding original Marketing Authorisation. Upon written direction from the Principal, the Distributor shall promptly transfer any duplicate Marketing Authorisation directed by the Principal into the name of the Principal at the Principal’s expense. For the avoidance of doubt, the original Marketing Authorisation corresponding to any duplicate Marketing Authorisation so transferred shall remain in the name of the Distributor. 5.3 The Distributor shall prepare and commensurate with distributor's overall business to enhance the image and reputation of Company and the Products which are the subject matter hereofprosecute, and agrees:pay any and all fees charged by Regulatory Authorities for, any variations made to any and all original Marketing Authorisations obtained by the Distributor under Clause 5.2 above and any related costs and expenses including, without limitation, any related translation fees, except where such variations are requested by the Principal or its Associates or licensees in which case such costs and expenses shall be paid by the Principal. The Principal shall pay any and all fees charged by Regulatory Authorities for any variations made to any and all duplicate Marketing Authorisations obtained by the Distributor under Clause 5.2 above and any related costs and expenses including, without limitation, any related translation fees, except where such variations are requested by the Distributor in which case such costs and expenses shall be paid by the Distributor 3.1 5.4 The Distributor shall use Commercially Reasonable Efforts to obtain in each country in the Territory a price and reimbursement for the Product acceptable to the Distributor. If having used its Commercially Reasonable Efforts the Distributor does not disclose information of Company considered by Company obtain a price and reimbursement acceptable to be confidential or proprietary including, but not limited to, customer the Distributor for an individual country the Distributor may decide (acting reasonably and price lists having consulted and data regarding taken the design or methods of manufacture views of the Products and will not use any such information except as contemplated by this Agreement. Such information will be appropriately marked or identified by Company and Principal into consideration) to Launch the obligation of Distributor not to disclose or improperly use such information will survive Product in the termination of this Agreement. Upon the termination of this Agreement or the earlier request of Company, all such information will be promptly returned to Company. The restrictions of this Section 3.1 are in addition to any other agreement between the parties with respect to the protection and use of information. ALL CONFIDENTIAL INFORMATION SUPPLIED TO COMPANY (INCLUDING, WITHOUT LIMIT, CUSTOMER NAMES AND DATA) BY DISTRIBUTOR SHALL REMAIN DISTRIBUTOR'S PROPERTY AND SHALL NOT BE DISCLOSED BY COMPANY OR USED TO DISTRIBUTOR'S DETRIMENTrelevant country without reimbursement. 3.2 5.5 The Distributor agrees that they shall endeavour to agree with the Principal the order of countries in the Territory in which the Distributor will comply with all applicable federal, state, and local laws Launch the Product (the “Launch Sequence”). 5.6 The Distributor may elect to not Launch the Product in any country in the Territory for which the Distributor considers (acting reasonably) to do so would materially impair or regulations in performing any act arising out of or in connection with this Agreement. Distributor agrees to maintain such records as are required by all applicable laws and regulations and this Agreement and to promptly provide such records or written assurances as may be required by Company in connection therewith. The parties agree that each will use its best efforts to secure any licenses or permits as may now or hereafter be required in connection with prevent the performance of its obligations under this AgreementAgreement or otherwise not be beneficial to or in the commercial interests of the parties, but and the Launch Sequence shall be deemed amended accordingly. The Distributor may only make such election on a country by country basis for commercial reasons, which reasons may include (without limitation) the Distributor failing to obtain an acceptable price or reimbursement in the relevant country. 5.7 If the Principal disagrees with the Distributor’s decision to not Launch the Product in a particular country under Clause 5.6 above, the parties shall endeavour to negotiate in good faith to resolve the matter. If the parties are still in disagreement after fourteen (14) days from commencement of such negotiations the parties shall endeavour to agree on the appointment of an Independent Expert to resolve the matter. If the parties are unable to agree on such appointment then the parties shall ask the Industry Association to appoint the Independent Expert. Following appointment of the Independent Expert, the parties shall endeavour to agree terms of reference to be provided to the Independent Expert which shall include (without limitation) terms requiring the Independent Expert to take into account the impact of the Distributor’s decision in relation to the commercial interests of both parties under this Agreement and in particular the commercial impact in relation to both the country in which the Distributor has elected to not Launch and the impact in the remaining countries in the Territory. If the Independent Expert disagrees with the Distributor’s decision to not Launch in a particular country, then the Principal shall have the right to make use of the duplicate Marketing Authorisation for the Product in the relevant country using a trade xxxx other than the Trade Xxxx and shall have the right to market the Product in that country on a Semi-Exclusive basis. 5.8 Within […***…] of the later of a Marketing Authorisation and Pricing Approval being obtained in a country within the Territory, the Distributor shall launch the Product (“Launch”) in that country provided that to do so would fit with the Launch Sequence. If a Launch at that time in that country would not fit with the Launch Sequence, the Launch in that country shall be deemed deferred until such time as would fit with the Launch Sequence. Following Launch in each country in the Territory the Distributor shall: 5.8.1 use Commercially Reasonable Efforts to require any performance on import, warehouse, promote, market, distribute and develop sales of the part of either party Product in the Territory and maintain a competent and adequate staff and distribution network in the area in which cannot lawfully be done pursuant it is carrying out direct sales in the Territory to the achieve this; 5.8.2 ensure that it conforms to governmental laws and regulations referred in the Territory applicable to above.the promotion of the Product; 3.3 Distributor shall sell 5.8.3 arrange at its own expense and in its sole discretion sales promotion, advertising and marketing materials for the promotion and sale of the Product in the Territory; 5.8.4 only Company's Products that bear Company's markings name the Principal in publicity or trademarks and will similar material where such material is approved in advance by the Principal (such approval not alterto be unreasonably withheld or delayed), modify not itself register any rights over the Product except any trade xxxx or in any way change the Products, marking or trademarks thereon without prior written approval of Company. 3.4 Distributor shall offer and sell Products only domain names it is permitted to register in accordance with specifications this Agreement and warranty schedules provided by Companythe Distributor further shall place on the Product such reasonable notices as the Principal may require; and 5.8.5 be responsible for negotiating and determining the terms of sale with its customers and shall maintain true and accurate records and accounts for all sales and related activities conducted in the Territory. 3.5 5.9 For each country or group of countries set out in Table 1 of Schedule 4 in which the Product is Launched, the Distributor shall attain […***…] of the sales forecast for the Product for each of the five years following the Launch of the Product as listed in that table (the “Volume Target”). Any sales made by way of parallel importation to a country shall be considered sales in the importing country for the purposes of this Clause 5.9. 5.10 For each country in which the Product is Launched, the Distributor shall promptly provide Company the Principal with a sales report on each quarter year following the date of Launch in the country showing volume sales and Net Sales for the country. 5.11 If the Distributor fails to meet the Volume Target for […***…] following Launch of the Product in a country or group of countries (the “Period of Non-Performance”) then the Distributor shall make up the shortfall during the […***…] period following the end of the Period of Non-Performance by paying to the Principal a sum equivalent to […***…] of the Payment Price (as defined in and calculated in accordance with the Supply Agreement) multiplied by the 15th day number of each month a report detailing the total sales and inventory levels tablets falling short of the Products Volume Target for the prior month. 3.6 Period of Non-Performance for that country or group of countries. If the Distributor fails to make up the shortfall during the […***…] then the Principal shall have the right to make use its best efforts of a duplicate Marketing Authorisation for the Product in the country or group of countries in which the shortfall occurred using a trade xxxx other than the Trade Xxxx and shall have the right to actively promote market the sale Product in that country or group of countries on a Semi-Exclusive basis for the remainder of the Products Term. Clause 5.9 and this Clause 5.11 shall not apply to customers in its territory commensurate with its overall business. Such efforts shall include, but not be limited to, promptly servicing all customer accounts, soliciting new customer accounts, and cooperating and participating in Company's advertising and sales promotional programs. 3.7 Distributor shall provide and maintain, without expense to Company, a suitable place of business with adequate facilities and sufficient personnel for the sale and distribution of the Products and to fulfill all other additional objectives agreed to in writing by Company and Distributor. 3.8 Distributor shall pay all fees, taxes and duties which may be imposed on the Products purchased by Distributor. To the extent that Company must pay the Distributor is prevented from meeting the Volume Target due to: 5.11.1 any feesunreasonable act(s) or omission(s) of the Principal that materially reduces the commercial value and/or marketability of the Product in the Territory; 5.11.2 any actual or threatened infringement of third-party Intellectual Property rights by the Distributor’s development, taxes manufacture, use, promotion, offering to sell, sale, distribution, importation or duties on Products sold warehousing of the Product in accordance with this Agreement; 5.11.3 the Principal making variation(s) to Distributorany Marketing Authorisation held in its, its Associate’s or its licensee’s name that materially reduce(s) the commercial value and/or marketability of the Product; or the Principal being in breach of its obligations under this Agreement or the Supply Agreement or if any shortfall is due to an event of Force Majeure or circumstances otherwise beyond the reasonable control of the Distributor shall promptly reimburse Company. 3.9 Distributor shall refrain from any activities which are illegal, unethical, or which might damage Company's reputation. 3.10 Distributor shall fully comply with all agreements with Company, (including without limitation, limitation the obligations Principal’s failure to pay amounts due when duesupply the Product). 3.11 Distributor shall use its best efforts to consolidate purchase orders to promote efficiency and reduce supporting documentation.

Obligations of Distributor. During 4.1 Distributor shall, during the term of this Agreement, use its commercially reasonable efforts to sell and promote the sale of the RVP Products in the Territories. 4.2 Distributor shall, during the term of this Agreement, maintain (i) an adequate sales organization reasonably capable of the active solicitation of the sale of the RVP Products in the Territories; (ii) general liability and contractual liability insurance, in such amounts as are set forth on Exhibit I hereto, and with such insurance companies as is customary in accordance with sound business practices for a business of the nature, size and scope of the Distributor; and (iii) inventory levels of the RVP Products reasonably adequate to meet the needs of Distributor's customers for the RVP Products. 4.3 Commencing not later than February 1, 1996, or such later date as may be agreed by RVP, and continuing during the term of this Agreement, Distributor shall at all times use best efforts undertake advertising and commensurate with distributor's overall business to enhance the image and reputation of Company and the Products which are the subject matter hereof, and agrees: 3.1 Distributor shall not disclose information of Company considered by Company to be confidential or proprietary including, but not limited to, customer and price lists and data regarding the design or methods of manufacture of the Products and will not use any such information except as contemplated by this Agreement. Such information will be appropriately marked or identified by Company and the obligation of Distributor not to disclose or improperly use such information will survive the termination of this Agreement. Upon the termination of this Agreement or the earlier request of Company, all such information will be promptly returned to Company. The restrictions of this Section 3.1 are in addition to any other agreement between the parties promotional activities with respect to the protection RVP Products that are comparable to those activities undertaken by Distributor with respect to functionally comparable products marketed and use of information. ALL CONFIDENTIAL INFORMATION SUPPLIED TO COMPANY (INCLUDING, WITHOUT LIMIT, CUSTOMER NAMES AND DATA) BY DISTRIBUTOR SHALL REMAIN DISTRIBUTOR'S PROPERTY AND SHALL NOT BE DISCLOSED BY COMPANY OR USED TO DISTRIBUTOR'S DETRIMENT. 3.2 sold by Distributor agrees that they will comply with all applicable federal, state, and local laws or regulations in performing any act arising out of or in connection with prior to entering into this Agreement. In connection therewith, during the term of this Agreement, RVP shall, at the request of and at no charge to Distributor, provide Distributor with camera-ready, full-color photographs and illustrations of all of the RVP Products for inclusion in Distributor's catalogs and advertising materials. 4.4 Distributor agrees to maintain such records as are required supply RVP with monthly reports prepared by all applicable laws Distributor relating to each quarter's sales of the RVP Products by Distributor in the Territories; inventories of the RVP Products on-hand at the warehouses of the Distributor; forecasts twice each calendar year regarding anticipated sales of the RVP Products in the Territories for the succeeding six (6) months; and regulations statistical and this Agreement and to promptly provide such records or written assurances as may be required by Company in connection therewith. The parties agree other information regarding the customers that each will use its best efforts to secure any licenses or permits as may now or hereafter be required in connection with purchase the performance of its obligations under this Agreement, but this Agreement Products from Distributor; provided that Distributor shall not be deemed obligated to require any performance on the part of either party which cannot lawfully be done pursuant to the laws and regulations referred to aboveprovide RVP with customer lists or other information identifying Distributor's customers. 3.3 Distributor shall sell only Company's Products that bear Company's markings or trademarks and will not alter, modify or in any way change the Products, marking or trademarks thereon without prior written approval of Company. 3.4 Distributor shall offer and sell Products only in accordance with specifications and warranty schedules provided by Company. 3.5 Distributor shall provide Company by the 15th day of each month a report detailing the total sales and inventory levels of the Products for the prior month. 3.6 Distributor shall use its best efforts to actively promote the sale of the Products to customers in its territory commensurate with its overall business. Such efforts shall include, but not be limited to, promptly servicing all customer accounts, soliciting new customer accounts, and cooperating and participating in Company's advertising and sales promotional programs. 3.7 Distributor shall provide and maintain, without expense to Company, a suitable place of business with adequate facilities and sufficient personnel for the sale and distribution of the Products and to fulfill all other additional objectives agreed to in writing by Company and Distributor. 3.8 Distributor shall pay all fees, taxes and duties which may be imposed on the Products purchased by Distributor. To the extent that Company must pay any fees, taxes or duties on Products sold to Distributor, Distributor shall promptly reimburse Company. 3.9 Distributor shall refrain from any activities which are illegal, unethical, or which might damage Company's reputation. 3.10 Distributor shall fully comply with all agreements with Company, including without limitation, the obligations to pay amounts due when due. 3.11 Distributor shall use its best efforts to consolidate purchase orders to promote efficiency and reduce supporting documentation.

Obligations of Distributor. During In addition to the term other obligations of Distributor set forth elsewhere in this Agreement, Distributor shall at all times use best its own expense: (a) Exert its commercially reasonable efforts to introduce, diligently promote and commensurate with distributor's overall business solicit the sale of the Products through advertising; personal customer contact; distribution of information literature, catalogs, data sheets and other sales and marketing materials furnished by ZiLOG for such purpose; and other appropriate sales and marketing techniques; (b) Exert its commercially reasonable efforts to enhance meet or exceed the image and reputation of Company and sales objectives for the Products which are have previously been mutually agreed to by the subject matter hereofparties; (c) Participate, upon reasonable notice, in training activities, business reviews and agrees:programs sponsored by ZiLOG; 3.1 Distributor shall not disclose information (d) Inform ZiLOG of Company considered by Company to be confidential or proprietary including, but not limited to, all stocking locations. (e) Assist ZiLOG in assessing customer and price lists and data regarding the design or methods of manufacture of requirements for the Products and modifications and improvements thereto, in terms of quantity, quality, design, functional capability and other features, with a view toward maximizing the potential market for the Products within the Territory. To this end, Distributor will not use promptly furnish ZiLOG with copies of any such information except as contemplated by this Agreement. Such information will be appropriately marked correspondence or identified by Company other communications, or written descriptions of any verbal communications, from its customers, potential customers and the obligation of Distributor not to disclose or improperly use such information will survive the termination of this Agreement. Upon the termination of this Agreement or the earlier request of Company, all such information will be promptly returned to Company. The restrictions of this Section 3.1 are in addition to any other agreement between the parties contacts with respect to the protection and use of information. ALL CONFIDENTIAL INFORMATION SUPPLIED TO COMPANY (INCLUDINGor application for the Products, WITHOUT LIMITsuggested modifications or improvements to the Products, CUSTOMER NAMES AND DATA) BY DISTRIBUTOR SHALL REMAIN DISTRIBUTOR'S PROPERTY AND SHALL NOT BE DISCLOSED BY COMPANY OR USED TO DISTRIBUTOR'S DETRIMENT. 3.2 Distributor agrees that they will comply with all applicable federalreliability of the Products, stateor otherwise related in any manner to the Products or the design, functionality, fit or other aspects of the Products, and local laws the like; provided, however, that Distributor shall not be required to disclose proprietary information of such customers which are protected by nondisclosure agreements and which relate to the technical specifications of products developed by such customers or regulations business plans of such customers, it being agreed that Distributor shall not enter into any nondisclosure agreements with customers which prohibit Distributor from making any of the disclosures required herein as they relate to the Products or the use thereof by such customers; (f) Devote sufficient financial resources and qualified personnel, including appropriate numbers of application engineers, to effectively interact with customers in performing any act arising out of or in connection with the Distributor's Territory as may be required to fulfill Distributor's responsibilities under this Agreement. Distributor agrees that it shall exclusively dedicate no less than twenty (20) full-time personnel whose sole function shall be to interact with and service customers for Products within the Territory. ZiLOG acknowledges that Distributor does not presently as of the Effective Date of this Agreement have personnel in place in this regard, and that Distributor will be proceeding to staff these positions as soon as possible hereafter. Notwithstanding the foregoing, however, in the event Distributor's exclusivity is terminated by either party hereunder, and Distributor continues to act as a non-exclusive distributor for ZiLOG, then the requirements imposed for exclusive dedication of full time personnel under this subparagraph (f) shall no longer be applicable to Distributor from and after the date Distributor is no longer acting as the exclusive Distributor of ZiLOG. The parties shall meet and mutually agree upon commercially reasonable staffing levels for Distributor to maintain in its role as a non-exclusive Distributor in the Territory pursuant to the applicable terms of this Agreement. (g) Arrange for specialty application engineering assistance from ZiLOG when such records as are technical assistance is required or requested by a customer; (h) Distributor shall send to ZiLOG within 10 working days after the end of each calendar month, a resale report listing all applicable laws sales transactions and regulations current inventory relating to ZiLOG Products. Such resale report will be submitted to ZiLOG, covering the previous month, in a format, and this Agreement and to promptly provide such records or written assurances containing the information, as may be required requested from time to time by Company in connection therewithZiLOG. ZiLOG shall have the right, upon no less than twenty-four (24) hours prior written notice, to audit or have audited all such information from time to time, and shall be given access to the relevant books, records and place or places of business of Distributor for this purpose. The parties agree that each will use its best efforts right to secure audit shall be exercisable not more than once in any licenses or permits as may now or hereafter be required twelve (12) month period unless the audit reveals a material discrepancy in connection the reports submitted by Distributor, in which case ZiLOG shall have the right to audit any time after three (3) months following the adverse audit report. The obligation to send monthly reports, together with the performance right to audit, shall continue for twelve (12) months after termination of its obligations under this Agreement, but or until Distributor no longer holds any Products in inventory, whichever is shorter. All costs associated with any such audit shall be borne by ZiLOG unless the audit reveals a material discrepancy in such information, in which case Distributor shall reimburse ZiLOG for all costs incurred by ZiLOG in conducting such audit. For purposes of this Agreement subparagraph (h), a "material discrepancy" exists if dollar or unit volumes for any customer or in the aggregate are misstated by more than ten percent (10%); or if there is a failure to report sales of Products to any specific customer. All such monthly resale and inventory reports shall not be deemed subject to require any performance the confidentiality provisions set forth in paragraph 14, below. (i) Obtain tax exemption certificates or pay all sales and use taxes applicable to the sale or purchase of Products hereunder. Distributor is solely liable and agrees to indemnify and hold ZiLOG harmless with respect to all tariffs, duties, excise, value added, sales, use or other taxes or charges levied on the part of either party which cannot lawfully be done pursuant to the laws and regulations referred to above. 3.3 Distributor shall sell only Company's Products that bear Company's markings purchase, sale, export or trademarks and will not alter, modify or in any way change the Products, marking or trademarks thereon without prior written approval of Company. 3.4 Distributor shall offer and sell Products only in accordance with specifications and warranty schedules provided by Company. 3.5 Distributor shall provide Company by the 15th day of each month a report detailing the total sales and inventory levels re-export of the Products for the prior monthby Distributor. 3.6 (j) Distributor shall use its best exercise reasonable efforts to actively promote the sale maintain a sufficient inventory of the Products to customers in its territory commensurate with its overall businessso that customer demands will be satisfied without undue delay. Such efforts shall include, but not be limited to, promptly servicing all customer accounts, soliciting new customer accounts, and cooperating and participating in Company's advertising and sales promotional programs. 3.7 Distributor shall provide and maintain, without expense to Company, a suitable place of business with adequate facilities and sufficient personnel for As the sale and distribution inventory of the Products and to fulfill all other additional objectives agreed to in writing by Company and Distributor. 3.8 Distributor shall pay all fees, taxes and duties which may be imposed on the Products purchased by Distributor. To the extent that Company must pay any fees, taxes or duties on Products sold to Distributoris reduced through resales, Distributor shall promptly reimburse Companywill reorder sufficient quantities to replenish stock to levels which ensure that customer demands will be satisfied without undue delay. 3.9 Distributor shall refrain from any activities which are illegal, unethical, or which might damage Company's reputation. 3.10 Distributor shall fully comply with all agreements with Company, including without limitation, the obligations to pay amounts due when due. 3.11 Distributor shall use its best efforts to consolidate purchase orders to promote efficiency and reduce supporting documentation.

Obligations of Distributor. During 2.1 DISTRIBUTOR shall use its best commercial efforts to sell and to promote sales of Products and to protect and promote the term good name and best interests of COMPANY and the Products throughout the Territory. 2.2 DISTRIBUTOR may promote or distribute the products of other companies and otherwise represent other companies, with the exception of products which are identical or similar to Products as listed in Exhibit 1. Nothing in this Agreement shall be construed to prevent DISTRIBUTOR from selling its own products. However, Distributor commits not to enter into direct competition with his customers or enter into any other business that would prevent Distributor from meeting his obligations under this Agreement. 2.3 DISTRIBUTOR shall purchase and resell Products for its own account and its own risk. However, the Parties acknowledge the fact that direct sales by COMPANY to customers in the Territory with commission to DISTRIBUTOR may be necessary in certain cases in order to obtain a contract. In such cases, the Parties agree to negotiate in good faith the terms and conditions for such direct sales. As guidelines for such negotiations, DISTRIBUTOR's normal commission for direct sales by COMPANY shall be ***. 2.4 DISTRIBUTOR shall pay for all Products ordered from COMPANY in accordance with the prices, terms of payment and other terms and conditions of sale which are attached hereto as Exhibit 2***. COMPANY warrants that such prices, terms of payment and the terms and conditions of sale are no less favorable than those in effect for other similarly situated distributors of Products elsewhere in the world. Unless otherwise agreed, the terms of payment for all Products shall be net sixty (60) days from date of invoice. 2.5 DISTRIBUTOR shall maintain a proper place of business including offices, demonstration, test and repair space, maintenance and spare parts storage. DISTRIBUTOR shall maintain the capability to demonstrate the operation of Products. 2.6 DISTRIBUTOR shall maintain an inventory of Products and spare parts adequate to meet routine commercial demand without delay and shall provide spare parts, training and maintenance services to its customers upon their request. 2.7 DISTRIBUTOR shall employ and train skilled technical and other personnel sufficient to promptly and efficiently discharge its responsibilities hereunder. 2.8 DISTRIBUTOR shall provide normal after-sales services to its customers. Subject to paragraph 4.2 of this Agreement, Distributor shall at all times use best efforts and commensurate with distributor's overall business DISTRIBUTOR may provide warranty service to enhance the image and reputation of Company and the Products which are the subject matter hereof, and agrees: 3.1 Distributor shall not disclose information of Company considered by Company to be confidential or proprietary including, but not limited to, customer and price lists and data regarding the design or methods of manufacture of the Products and will not use any such information except as contemplated by this Agreementits customers. Such information will be appropriately marked or identified by Company and the obligation of Distributor not to disclose or improperly use such information will survive the termination of this Agreement. Upon the termination of this Agreement or the earlier request of Company, DISTRIBUTOR may charge its customers for all such information will be promptly returned to Company. The restrictions of this Section 3.1 are services except for those covered by its warranty or COMPANY's warranty, in addition to any other agreement between the parties with respect to the protection and use of information. ALL CONFIDENTIAL INFORMATION SUPPLIED TO COMPANY (INCLUDINGeither case, WITHOUT LIMIT, CUSTOMER NAMES AND DATA) BY DISTRIBUTOR SHALL REMAIN DISTRIBUTOR'S PROPERTY AND SHALL NOT BE DISCLOSED BY COMPANY OR USED TO DISTRIBUTOR'S DETRIMENTif any. 3.2 Distributor agrees that they will comply with all applicable federal2.9 DISTRIBUTOR shall, stateat its own expense, advertise and local laws or regulations in performing any act arising out of or in connection with this Agreement. Distributor agrees to maintain such records as are required by all applicable laws and regulations and this Agreement and to promptly provide such records or written assurances as may be required by Company in connection therewith. The parties agree that each will use its best efforts to secure any licenses or permits as may now or hereafter be required in connection with the performance of its obligations under this Agreement, but this Agreement shall not be deemed to require any performance on the part of either party which cannot lawfully be done pursuant to the laws and regulations referred to above. 3.3 Distributor shall sell only Company's Products that bear Company's markings or trademarks and will not alter, modify or in any way change the Products, marking or trademarks thereon without prior written approval of Company. 3.4 Distributor shall offer and sell Products only in accordance with specifications and warranty schedules provided by Company. 3.5 Distributor shall provide Company by the 15th day of each month a report detailing the total sales and inventory levels of promote the Products for sale within the prior monthTerritory. 3.6 Distributor shall use its best efforts 2.10 DISTRIBUTOR commits to actively promote the sale of the Products to customers in its territory commensurate provide COMPANY with its overall business. Such efforts shall include, but not be limited to, promptly servicing all customer accounts, soliciting new customer accounts, and cooperating and participating in Company's advertising and sales promotional programs.periodic reports as follows: 3.7 Distributor shall provide and maintain, without expense to Company(i) Once a year, a suitable place market/sales plan with sales budget for next year (ii) Twice a year, a general market report (iii) Four times a year, a review and up-date of business with adequate facilities and sufficient personnel for the sale and distribution of the Products and to fulfill all other additional objectives agreed to in writing by Company and Distributor. 3.8 Distributor shall pay all fees, taxes and duties which may be imposed on the Products purchased by Distributor. To the extent that Company must pay any fees, taxes or duties on Products sold to Distributor, Distributor shall promptly reimburse Company. 3.9 Distributor shall refrain from any activities which are illegal, unethical, or which might damage Company's reputation. 3.10 Distributor shall fully comply with all agreements with Company, including without limitation, the obligations to pay amounts due when due. 3.11 Distributor shall use its best efforts to consolidate purchase orders to promote efficiency and reduce supporting documentation.sales forecast (iv) Visit reports

Obligations of Distributor. During In exchange for the term exclusive distribution right and license provided in Section 2 of this Agreement, Distributor shall at all times use best efforts and commensurate with distributor's overall business hereby agrees during the Term to enhance the image and reputation of Company and the Products which are the subject matter hereof, and agrees: 3.1 Distributor shall not disclose information of Company considered by Company to be confidential or proprietary including, but not limited to, customer and price lists and data regarding the design or methods of manufacture of the Products and will not use any such information except as contemplated by this Agreement. Such information will be appropriately marked or identified by Company and the obligation of Distributor not to disclose or improperly use such information will survive the termination of this Agreement. Upon the termination of this Agreement or the earlier request of Company, all such information will be promptly returned to Company. The restrictions of this Section 3.1 are in addition to any other agreement between the parties with respect to the protection and use of information. ALL CONFIDENTIAL INFORMATION SUPPLIED TO COMPANY (INCLUDING, WITHOUT LIMIT, CUSTOMER NAMES AND DATA) BY DISTRIBUTOR SHALL REMAIN DISTRIBUTOR'S PROPERTY AND SHALL NOT BE DISCLOSED BY COMPANY OR USED TO DISTRIBUTOR'S DETRIMENT. 3.2 Distributor agrees that they will comply with all applicable federal, state, and local laws or regulations in performing any act arising out of or in connection with this Agreement. Distributor agrees to maintain such records as are required by all applicable laws and regulations and this Agreement and to promptly provide such records or written assurances as may be required by Company in connection therewith. The parties agree that each will use its best commercial efforts to secure any licenses or permits as may now or hereafter be required in connection with the performance of its obligations under this Agreementpromote, but this Agreement shall not be deemed to require any performance on the part of either party which cannot lawfully be done pursuant to the laws advertise and regulations referred to above. 3.3 Distributor shall sell only Company's Products that bear Company's markings or trademarks and will not alter, modify or in any way change the Products, marking or trademarks thereon without prior written approval of Company. 3.4 Distributor shall offer and sell Products only in accordance with specifications and warranty schedules provided by Company. 3.5 Distributor shall provide Company by the 15th day of each month a report detailing the total sales and inventory levels of distribute the Products for throughout the prior month. 3.6 Distributor shall use its best efforts to actively promote the sale of the Products to customers in its territory commensurate with its overall business. Such efforts shall includeTerritory, but not be limited toincluding, promptly servicing all customer accounts, soliciting new customer accounts, and cooperating and participating in Company's advertising and sales promotional programs. 3.7 Distributor shall provide and maintain, without expense to Company, a suitable place of business with adequate facilities and sufficient personnel for the sale and distribution of the Products and to fulfill all other additional objectives agreed to in writing by Company and Distributor. 3.8 Distributor shall pay all fees, taxes and duties which may be imposed on the Products purchased by Distributor. To the extent that Company must pay any fees, taxes or duties on Products sold to Distributor, Distributor shall promptly reimburse Company. 3.9 Distributor shall refrain from any activities which are illegal, unethical, or which might damage Company's reputation. 3.10 Distributor shall fully comply with all agreements with Company, including without limitation, the obligations following: 3.1. Distributor will purchase the Products from Vendor in accordance with the parameters set forth in Sections 5 and 6 of this Agreement; 3.2. Distributor will be responsible for all marketing, selling and servicing efforts for the Products within the Territory; 3.3. Distributor shall, in the event of any actual or alleged infringement of the Products comes to pay amounts due when duethe attention of Distributor, promptly notify Vendor, in writing, of the actual or alleged infringement; 3.4. Distributor shall not obtain, purchase, receive or source any other card shuffling machine from any third party or other source under any circumstance other than from Vendor with the exception of all Shuffle Master, Inc. shuffling machines which are held in stock at the Effective Date which Distributor is free to sell, rent purchase or lease until all of the said stock has been depleted. 3.11 3.5. Distributor shall use not sell or otherwise transfer any of the rights granted pursuant to this Agreement to any third party without the prior written consent of Vendor; provided, however, Distributor may enter into distribution arrangements with regional distributors within the Territory in its best efforts to consolidate purchase orders promote, advertise and distribute the Products in accordance with this Agreement; 3.6. Distributor shall provide written updates to promote efficiency Vendor at the end of each calendar quarter of any distribution arrangements entered into by Distributor as permitted by Section 3.5 of this Agreement, where said notice shall contain the name and reduce supporting documentationlocation of the regional distributor, and a brief statement on the experience and history of the regional distributor; 3.7. Distributor shall not make any modifications to the Products without prior written consent of Vendor; 3.8. Distributor shall provide to Vendor: (1) monthly sales figures no later than fifteen (15) calendar days after the end of the relevant monthly period that provides information with respect to sales for each Product; and (2) a non binding three (3) month forecast on a quarterly basis; 3.9. Distributor shall demonstrate the Products at the following international gaming exhibitions, ICE (London), G2E (Las Vegas), SAGSE (Buenos Aires), EELEX (Moscow) and AGE (Sydney), or any successors or equivalents to the aforementioned exhibitions. Distributor may also demonstrate the products at other gaming exhibitions where Distributor decides to exhibit, subject to there being a good business case to do so; and 3.10. Distributor shall be responsible for the retention, use and actions of any third parties used to distribute the Products, including any claims, liabilities or other damages associated with such third parties.

Obligations of Distributor. During Distributor hereby agrees to perform the following covenants during the term of this Agreement, Distributor shall at all times use best efforts and commensurate with distributor's overall business to enhance the image and reputation each of Company and the Products which are the subject matter hereof, and agrees: 3.1 Distributor shall not disclose information of Company considered by Company to be confidential or proprietary including, but not limited to, customer and price lists and data regarding the design or methods of manufacture of the Products and will not use any such information except as contemplated by this Agreement. Such information will be appropriately marked or identified by Company and the obligation of Distributor not to disclose or improperly use such information will survive the termination of this Agreement. Upon the termination of this Agreement or the earlier request of Company, all such information will be promptly returned constitutes a material condition precedent to Company. The restrictions of this Section 3.1 are in addition 's obligations to any other agreement between the parties with respect to the protection and use of information. ALL CONFIDENTIAL INFORMATION SUPPLIED TO COMPANY (INCLUDING, WITHOUT LIMIT, CUSTOMER NAMES AND DATA) BY DISTRIBUTOR SHALL REMAIN DISTRIBUTOR'S PROPERTY AND SHALL NOT BE DISCLOSED BY COMPANY OR USED TO DISTRIBUTOR'S DETRIMENT. 3.2 Distributor agrees that they will comply with all applicable federal, state, and local laws or regulations in performing any act arising out of or in connection with this Agreement. Distributor agrees to maintain such records as are required by all applicable laws and regulations and this Agreement and to promptly provide such records or written assurances as may be required by Company in connection therewith. The parties agree that each will use perform its best efforts to secure any licenses or permits as may now or hereafter be required in connection with the performance of its obligations covenants under this Agreement, but this Agreement shall not be deemed to require any performance on the part of either party which cannot lawfully be done pursuant to the laws and regulations referred to above. 3.3 (a) Distributor shall sell only Company's Products that bear Company's markings or trademarks actively and will not alter, modify or in any way change the Products, marking or trademarks thereon without prior written approval of Company. 3.4 Distributor shall offer and sell Products only in accordance with specifications and warranty schedules provided by Company. 3.5 Distributor shall provide Company by the 15th day of each month a report detailing the total sales and inventory levels of the Products for the prior month. 3.6 Distributor shall use its best efforts to actively continually promote the sale of the Products Product within the Territory. Distributor shall order from Company a minimum of thirty (30) units of the Product under this agreement at the current listed price (Schedule B) upon execution of this agreement. The purchase order shall specify the delivery schedule but Distributor shall take delivery of the Product ordered no less than three (3) units per month starting from September, 2005. If Distributor sells more than 50 instruments during the first year under this agreement, EST will provide the Distributor with a sales incentive payment equal to 5% of the listed price paid by the Distributor for the instruments only. This 5% incentive will be calculated based on the total number of base unit of the instruments sold on the year excluding training, accessories, consumables and any other type of costs. This incentive payment shall be paid to the Distributor within 30 days after the sales data has been submitted by Distributor and properly verified by EST. (b) Distributor shall maintain a stock of inventory of the Product sufficient at all times to meet the demand for the Product within the Territory. (c) Distributor shall provide, at competitive prices, complete and prompt installation service and warranty and after-warranty maintenance and repair service for all units of the Product located in the Territory that were sold by or for Distributor. Such warranty coverage shall be at least equivalent to the warranty offered by Company to purchasers of the Product from Company from time to time. (d) Distributor shall maintain sufficient facilities and employ a sufficient number of trained personnel so as to effectively perform Distributor's obligations set forth in this Agreement. Distributor shall maintain a level of quality in all aspects of its operations regarding the Product at least equal to that maintained by Company in Company's operations. (e) Distributor shall maintain accurate records of all purchasers of the Product. (f) Distributor shall: (i) conduct business in a manner that reflects favorably at all times on Company and the good name, good will and reputation of Company; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Company, the Product or the public; (iii) make no false or misleading representations with regard to Company or the Product; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Company or the Product; (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications features or capabilities of the Product that are inconsistent with the literature distributed by Company; (vi) not enter into any contract or engage in any practice detrimental to the interests of Company in the Product; and (vii) sell and deliver the Product only in the Territory. (g) If any approval with respect to this Agreement, or the notification or registration thereof, shall be required at any time during the term of this Agreement with respect to giving legal effect to this Agreement in the Territory, or with respect to compliance with exchange regulations or other requirements so as to assure the right of remittance abroad of U.S. dollars pursuant to Section 4.3(a) hereof or otherwise, Distributor shall immediately take whatever steps may be necessary in this respect, and any charges incurred in connection therewith will be for the account of Distributor. Distributor shall keep Company currently informed of its efforts in this connection. Company shall be under no obligation to ship the Product to Distributor hereunder until Distributor has provided Company with satisfactory evidence that such approval, notification or registration is not required or that it has been obtained. (h) Distributor shall take any and all actions reasonably necessary to create a local market for the Product, including promoting the sale, distribution and marketing of the Product and providing services to customers in its territory commensurate with its overall business. Such efforts the Territory, which shall include, but not include maintaining qualified personnel as may be limited to, promptly servicing all customer accounts, soliciting new customer accounts, and cooperating and participating in Company's advertising and sales promotional programs. 3.7 Distributor shall provide and maintain, without expense to Company, a suitable place of business with adequate facilities and sufficient personnel for the sale and distribution of the Products and required to fulfill all other additional objectives agreed to its responsibilities under this Agreement and implementing and assisting in writing by Company promotional and Distributormerchandising campaigns. 3.8 Distributor shall pay all fees, taxes and duties which may be imposed on the Products purchased by Distributor. To the extent that Company must pay any fees, taxes or duties on Products sold to Distributor, Distributor shall promptly reimburse Company. 3.9 Distributor shall refrain from any activities which are illegal, unethical, or which might damage Company's reputation. 3.10 Distributor shall fully comply with all agreements with Company, including without limitation, the obligations to pay amounts due when due. 3.11 Distributor shall use its best efforts to consolidate purchase orders to promote efficiency and reduce supporting documentation.